Following the death of one of the Thors, SHIELD arranges to have him put to rest in a traditional viking burial, only instead of lighting the ship on fire they use the helicarriers plasma batteries to incinerate the ship. As the other Avengers mourn the loss of their other comrades who were killed in battling Loki they are interrupted by a distress call from Clay Quartermain, a SHIELD agent sent out in space to investigate an approaching the Earth. He smashes through the helicarrier and crashes into the ocean in a explosive death.

Before anyone can react, Dr. Doom materializes in the middle of the command room warning the assembled Avengers of the coming of Galactus. He tells them that he comes from the near future where Galactus has already succeeded and orders SHIELD to use the worlds supply of ICBM's to try and destroy the coming disaster. When the Avengers and Nick Fury exhibit a reluctance to trust Doom, he decides to take matters into his own hands and teleports away.

With Galactus fast approaching and his heralds placing terraformers across the globe to convert the Earth into energy that Galactus can consume, Dr. Doom decides to hack into the worlds defense system and take control of Earths missile supplies. While on the other side of the world Nick Fury dispatches the worlds heroes to the different locations of the various terraformers. While the most of the Avengers are deployed into action, Ant-Man the Scarlet Witch are transported to Pym's lab where a new body for the Vision is waiting. Pym reveals that before his old body self-destructed Ant-Man saved his memory drive to put in a new body and reactivates Vision.

In Moscow the Fantastic Four arrive at the site of the terraformer being placed by the Silver Surfer. The quartet battle the Surfer ultimately gaining the upper hand when Reed uses his siphon device to drain the Surfer's power while the Human Torch uses his nova flame to destroy the terraformer. This however happens as Dr. Doom launches his first wave of ICBM's, decimating the who area in a massive explosion and killing his hated enemies the Fantastic Four, although the Surfer survives and begins to wonder why the humans fight to save their doomed planet.

While the Hulk, Scarlet Witch and Vision search for the terraformer landed in the South Pole, SHIELD attacks the one headed for Los Angeles leading to a battle against the herald known as Plasma. The initial assault Plasma manages to fend off, mortally wounding Nick Fury. Returning to the SHIELD helicarrier, Fury orders all his men to abandon ship and pilots it into the terraformer destroying it and killing Fury and Plasma in the process, this noble sacrifices is witnessed by the Surfer who becomes more sympathetic to the humans cause.

In Antartica, the Hulk, Vision and Scarlet Witch battle Firelord, until the Vision manages to incapacitate him by phasing through his body. He then uses Firelord's staff to destroy the terraformer. While they are successful, the Hulk is so seriously hurt that he reverts back to Bruce Banner.

In Tokyo, Captain America, Iron Man, Hawkeye and the Wasp battle with Terrax. During the fight Hawkeye tries to use one of Loki's enchanted arrows on Terrax, but it only deflects striking him and incinerating him on the spot. When Terrax attempts to strike Thor, the Wasp sacrifices her life taking the blast. Furious at the loss of his comrades, Thor throws his hammer at Terrax sending him flying into the terraformer destroying it and killing Terrax in the process. Doom meanwhile attempts to launch another series of ICBM's at Galactus, however this time a malfunction causes them to detonate before they could launch decimating half of Russia.

When Galactus arrives in New York City he is met with opposition from Thor, Iron Man and Captain America, however his herald Air-Walker arrive and blasts them aside and reveals that more terraformers are being placed all over the world. As Galactus begins feeding on the Earth, the battle damaged Avengers return to Avengers Mansion. Seeing no way to save the Earth and not wishing to leave Galactus free to menace other worlds the heroes agree to destroy Galactus no matter the cost. Bruce Banner comes up with a solution that would rupture the gamma core on Avengers Island causing a space time ripple that would destroy the Earth and everything on it. Finding this plan complete lunacy, Dr. Doom departs to travel back in time once more to try and prevent this disaster from happening. Thor, Captain America and Iron Man venture to Avengers Island where they are joined by the Silver Surfer, who has decided to help them destroy Galactus. They all attack the gamma core causing a massive rupture that destroys the Earth and Galactus in the process, leaving nothing but rubble and Thor's hammer.